Emplyoment Agreement

Amendment to Employment Agreement1

Amendment to Employment Agreement2

Change of Control

 

 

EMPLOYMENT AGREEMENT

AGREEMENT entered into as of September 12, 1995,

between THE PERKIN-ELMER CORPORATION (the "Company"), a New York

corporation, and TONY L. WHITE ("Executive"), presently residing

at 575 Stable Lane, Lake Forest, Illinois 60045.

WHEREAS, the Company desires to employ Executive on the

terms and conditions set forth herein; and

WHEREAS, the Executive desires to render services to

the Company on the terms and conditions set forth herein;

NOW, THEREFORE, the parties hereto agree as follows:

1. Employment. (a) The Company agrees to employ Executive,

and the Executive agrees to serve as Chairman, President and

Chief Executive Officer of the Company during the Term (as

defined in Section 2 hereof). In such capacities, Executive

shall report to the Board of Directors of the Company (the

"Board") and shall have the customary powers, responsibilities

and authority of chief executive officers of corporations of the

size, type and nature of the Company, as it exists from time to

time, as are assigned by the Board. Executive also agrees to

serve during the Term as Chairman of the Board and as a member of

any committee of the Board.

 

(b) As soon as practicable after the date hereof, Executive

shall devote his full business time, attention and best efforts

to the affairs of the Company and its subsidiaries during the

Term; provided, however, that nothing in this Agreement shall

preclude Executive from engaging, so long as, in the reasonable

determination of the Board, such activities do not interfere with

his duties and responsibilities hereunder, in religious,

charitable and community affairs, from managing any passive

investment made by him in publicly traded equity securities or

other property (provided that no such investment may exceed 1% of

the equity of any entity, without the prior approval of the

Board) or from serving, subject to the prior approval of the

Board, as a member of boards of directors or as a trustee of any

other corporation, association or entity.

2. Term of Employment. Subject to the provisions of Section

1(b) hereof Executive's term of employment (the "Term") under

this Agreement shall commence (the "Commencement Date") as soon

as practicable after the date hereof, but in no event later than

September 15, 1995 and, subject to the terms hereof, shall

terminate (the "Termination Date") on the earlier of (i) the

third anniversary of the Commencement Date or (ii) termination of

Executive's employment pursuant to this Agreement; provided,

however, that the Term shall automatically renew for consecutive

one-year periods, unless either party gives at least 180 days

written notice of its intent not to renew the Agreement and any

such extension shall constitute part of the Term. Any

termination of employment by Executive (other than for death,

Permanent Disability or Good Reason) may only be made upon 90

days prior written notice to the Company and any termination of

employment by Executive for Good Reason may only be made upon 30

days prior written notice to the Company.

3. Compensation.

(a) Base Salary. The Company will pay to the Executive a base

salary ("Base Salary") at the rate of $550,000 per annum for the

period commencing on the beginning of Executive's term of

employment hereunder and ending on the Termination Date. Base

Salary shall be payable in accordance with the ordinary payroll

practices of the Company. Any increase in Base Salary shall be

in the discretion of the Board and, as so increased, shall

constitute "Base Salary" hereunder. It is understood that the

Company shall review Executive's Base Salary annually, and in

light of such review may, in the discretion of the Board of

Directors or its Compensation Committee, increase such Base

Salary taking into account the Executive's responsibilities,

compensation of other executives of the Company and its

subsidiaries, increase in salaries of executives of other

corporations, performance by the Executive, and other pertinent

factors.

(b) Bonus Arrangements. During the Term, Executive shall be

eligible to receive an annual bonus (a "Bonus") in respect of

each Fiscal Year of the Company ("Fiscal Year") under, and

subject to the terms of, the Company Contingent Compensation Plan

(the "Bonus Plan") to the extent not inconsistent with the terms

hereof. Executive's target bonus (the "Target Bonus") under the

Bonus Plan will be equal to 100 percent of Executive's Base

Salary and will be payable in accordance with the provisions of

the Bonus Plan; provided, however, that with respect to Fiscal

Year 1996, Executive shall receive total cash compensation of

Base Salary plus Bonus of not less than $875,000.

4. Stock Arrangements.

(a) Restricted Stock. (i) Upon Executive's commencement of

employment with the Company, Executive shall be granted 30,000

shares of restricted stock of the Company ("Restricted Stock")

pursuant to the Company 1993 Stock Incentive Plan for Key

Executives (the "Stock Plan"). Except as otherwise specifically

provided for herein, the terms of the Restricted Stock Agreement

governing the Restricted Stock granted pursuant to this Agreement

shall be no less favorable to Executive than the terms of the

form of Restricted Stock Agreement currently used by the Company.

The Restricted Stock will vest on the third anniversary of the

date of grant based on the per share price of Company common

stock on such date as follows:



Per Share Price          Vested Percentage

 

less than $40                 0%

 

$40 or greater               50%

 

-4-

 

 


 

 

$46 or greater               75%

 

$52 or greater              100%

 

(i) In addition to the foregoing grant of Restricted Stock,

the Company, subject to the approval of the shareholders of the

Company, will endeavor to implement a Restricted Stock

performance program (the "Program") based on financial measures

of corporate success ("Performance Targets") beginning in Fiscal

Year 1997. Under the Program, the Board intends that Executive

would be granted 36,000 shares of Restricted Stock on or about

July 1, 1996 (the "Performance Stock"). Performance Stock would

vest as follows: 6,000 shares upon the attainment of 90 percent

or less of the Performance Target with respect to a Fiscal Year;

600 shares per percentage point over 90 percent of Performance

Target up to 110 percent for a possible maximum per Fiscal Year

of 18,000 shares. Upon the grant of the Performance Shares,

Executive would be entitled to receive dividends and exercise

voting rights with respect thereto, whether or not the

Performance Shares have vested. In the event of Executive's

termination of employment pursuant to Sections 7(a) or 7(b)

hereof, all unvested Performance Shares would be forfeited. The

terms of any Performance Shares would be governed by the terms of

the Program. In the event that the Program is not approved by

the shareholders of the Company, the Company shall establish a

performance unit plan under which Executive shall be entitled to

receive, in performance units, substantially equivalent economic

value to the Performance Stock set forth in this Section

4(a)(ii), subject to the same terms and conditions that the

Performance Stock would have been subject to had the Program been

approved by shareholders.

(b) Stock Options. (i) Upon Executive's commencement of

employment with the Company, the Company shall grant Executive an

option (an "Option") to purchase at fair market value on the date

of grant 120,000 shares of common stock of the Company under the

Stock Plan. The Option shall vest with respect to 50% of the

shares subject thereto on each of the first and second

anniversaries of the date of grant and shall expire ten years

following the date of grant. Except as otherwise specifically

provided for herein, the terms of the Option shall be no less

favorable to Executive than the terms of the form of Stock Option

Agreement currently used by the Company.

(i) In addition to the foregoing Option grant, the Company,

subject to the approval of the Board, anticipates making annual

Option grants to Executive with respect to about 40,000 to 50,000

shares per year.

(c) Stock Plan Governs. Unless otherwise specified in this

Section 4, the terms of all Restricted Stock and Options granted

to Executive hereunder, including, without limitation, terms

relating to vesting and forfeiture, shall be governed by the

Stock Plan; provided, however, that in the event of Executive's

termination under Section 7(b) hereof the Company shall take all

reasonable actions to cause the Restricted Stock granted under

the terms hereof to become fully vested and the Options granted

under the terms hereof to become fully exercisable. In the event

the Company cannot effect the vesting and acceleration

contemplated in the preceding sentence, the Company shall pay to

Executive (i) with respect to each Option, an amount equal to the

product of (x) the number of unvested shares subject to such

Option, multiplied by (y) the excess of the fair market value of

a share of Company common stock on the date of Executive's

termination of employment, over the per share exercise price of

such Option and (ii) with respect to each unvested share of

Restricted Stock an amount equal to the fair market value of a

share of Company common stock on the date of Executive's

termination of employment.

(d) Stock Ownership. It is understood that Company

policy anticipates that Executive will maintain a

level of stock ownership in the Company equal to three times

Executive's Base Salary. Grants of Restricted Stock (including

Performance Stock) under the terms of this Agreement and shares

of Company stock acquired upon exercise of an Option shall be

credited towards Executive's stock ownership. Executive is

expected to achieve the foregoing level of Company stock

ownership no later than five years after the date hereof.

 

5. Make Whole Payment. In the event Executive forfeits or

otherwise loses (i) any restricted stock with respect to the

22,000 shares of restricted stock which would have been granted

on or about the end of calendar year 1995 or (ii) bonus payments

with respect to calendar year 1995 from his prior employer as a

result of his resignation from such employer in order to commence

employment with the Company, the Company shall pay to Executive

an amount, up to a maximum of $1.2 million, equal to the losses

Executive incurs with respect to such restricted stock or bonus.

The obligation of the Company to make such payment is contingent

upon Executive's use of his best efforts to obtain payment of

such amounts and after substantiation of Executive's losses to

the reasonable satisfaction of the Board.

6. Employee Benefits.

(a) Employee Benefit Plans, Programs or Arrangements. During

the Term, Executive shall be entitled to participate in all

employee benefit plans, programs or arrangements ("Benefit

Plans") of the Company, in accordance with the terms thereof, as

presently in effect or as they may be modified by the Company

from time to time, which the Company makes available to senior

executives of the Company.

(b) Vacation; Sick Leave. During the Term, the Executive

shall be entitled to a paid annual vacation of not less than

twenty (20) business days during each calendar year and to

reasonable sick leave.

(c) Auto Allowance and Other Perquisites. During the Term,

Executive shall receive an automobile allowance of $20,000 per

year and the Company shall also reimburse Executive for the

reasonable costs of financial planning and tax preparation in

accordance with Company policy as in effect from time to time.

In addition, Executive shall be entitled, during the Term, to any

other perquisites and fringe benefits not specifically mentioned

herein that are made available to senior executives of the

Company, subject to the terms of this Agreement and commensurate

with his position with the Company.

(d) Supplemental Pension Benefit. It is understood that

Executive has been employed by his prior employer for a period of

twenty-five years ("Prior Service Period"). In addition to

receiving credit under the Company's qualified defined benefit

plan ("Pension Plan") and the Company's non-qualified

Supplemental Retirement Plan and Contingent Compensation Plan for

Key Executives (collectively, the "Non-Qualified Plans") for

Executive's service with the Company under the terms of this

Agreement, the Company shall pay Executive a special supplemental

pension benefit equal to the amount which he would receive under

the Pension Plan and the Non-Qualified Plans if Executive were

credited with his Prior Service Period under the Pension Plan and

the Non-Qualified Plans; provided, however, that Executive shall

vest in 50 percent of his benefits hereunder on Executive's

Commencement Date and in the remaining benefits hereunder at the

rate of 10 percent per year commencing on the first anniversary

of the Executive's Commencement Date. Executive's benefit

hereunder shall be calculated in the manner set forth in Exhibit

A hereto. Any benefits payable to Executive hereunder shall be

reduced by $111,528 per year, and shall also be reduced by any

amounts paid to Executive under the Pension Plan or the Non-

Qualified Plans.

(e) Relocation and Payment of Relocation Expenses.

Executive agrees that he and his family shall relocate to the

Wilton, Connecticut area. In order to assist Executive with such

relocation, the Company shall reimburse Executive for all

reasonable expenses incurred by Executive in connection with such

relocation, including, without limitation, the cost of relocation

consulting.

7. Termination of Employment.

(a) Termination by the Company for Cause or Termination by the

Executive Other Than for Good Reason. If the Company terminates

the employment of the Executive for Cause, if the Executive

terminates his employment other than for Good Reason or if

Executive's employment is terminated due to Executive's death,

Permanent Disability or retirement, the Company shall only be

obligated to pay Executive (i) any accrued but unpaid portion of

his Base Salary, (ii) any accrued vacation pay, and (iii) any

benefits to which he is entitled to be paid in connection with

such a termination under, and subject to, the terms of the

Company's Benefit Plans. The amounts and benefits set forth in

clauses (i), (ii), and (iii) of the preceding sentence shall

hereinafter be referred to as "Accrued Benefits."

(b) Termination by the Company Without Cause or by the

Executive for Good Reason. If the Company terminates the

Executive's employment with the Company without Cause, or if the

Executive terminates his employment with the Company for Good

Reason, the Company shall pay to Executive, in satisfaction of

all the obligations of the Company with respect to Executive, all

Accrued Benefits and, in addition, pay or provide to the

Executive the following:

(i) an amount equal to the sum of (x) three times the sum

of (A) Executive's Base Salary at the rate in effect on

Executive's Termination Date and (B) the amount of Executive's

Target Bonus for the year in which the Termination Date occurs,

(y) the fair market value of 36,000 shares of Company common

stock on the Termination Date and (z) an amount equal to the

product of (i) the Target Bonus in respect of the year in which

such termination occurs, multiplied by (ii) a fraction the

numerator of which is the number of days in the calendar year

through Executive's Termination Date and the denominator of which

is 365, payable in equal installments over a period of thirty-six

months commencing on the Termination Date;

(ii) for a period ending on the earlier of (x) three years

following Executive's Termination Date or (y) the date on which

Executive is covered under similar plans of a subsequent

employer, Executive and his eligible dependents shall continue to

participate in the welfare benefits plans of the Company

(including, without limitation, medical, dental and life

insurance coverage) in which he or his eligible dependents

participated at any time during the one-year period ending on the

date immediately preceding his Termination Date; provided,

however, that (A) such continued participation is possible under

the terms of such benefit plans, and (B) Executive continues to

pay contributions for such participation at the rates paid for

similar participation by active Company employees in similar

positions to that held by the Executive immediately prior to the

Termination Date. If such continued participation is not

possible, the Company shall provide, at its sole cost and

expense, substantially identical benefits to the Employee and

shall pay an additional amount (reduced by the amount of any

contributions required under subparagraph (B) above) to the

Employee equal to the Employee's liability for federal, state and

local income taxes on such amounts;

(iii) the vesting or alternative cash payment provided

for under Section 4(c) hereof with respect to Restricted Stock

and Options granted to Executive under the terms hereof; and

(iv) three years of additional vesting credit for purposes

of Section 6(d) and three years of additional service credit

under the Company's Non-Qualified Plans and for purposes of such

plans, Executive's final average pay shall be deemed to be the

sum of his then current Base Salary and his Target Bonus for the

year in which the Termination Date occurs.

(c) Waiver and Release. The obligation of the Company to make

any payments or provide any benefits provided for under Section

5(b) hereof is contingent upon the execution, by Executive, of a

waiver and release in substantially the form attached hereto as

Exhibit B.

(d) Termination of Employment Due To Death or Permanent

Disability, or Retirement. In the event of Executive's

termination of employment hereunder due to Executive's death,

Permanent Disability or retirement, the Company will pay to

Executive (or his designated beneficiaries) all Accrued Benefits

and an amount equal to the product of (i) the Target Bonus in

respect of the year in which such termination occurs, multiplied

by (ii) a fraction the numerator of which is the number of days

in the calendar year through Executive's Termination Date and the

 

denominator of which is 365; provided, however, that no

retirement shall be deemed to have taken place prior to

Executive's attainment of age 65, unless the Board approves such

retirement.

(e) Good Reason. For purposes of this Agreement, "Good

Reason" shall mean the occurrence of any of the following, other

than with the Consent of Executive:

(i) any failure to continue Executive as Chairman,

President or Chief Executive Officer of the Company or any

material reduction by the Company of Executive's duties or

responsibilities (except in connection with the termination of

Executive's employment for Cause, as a result of Permanent

Disability, as a result of Executive's death or by Executive

other than for Good Reason);

(ii) a reduction by the Company in Executive's Base Salary,

other than a reduction which is part of a general salary

reduction program affecting senior executives of the Company.

(iii) any material breach by the Company of the

provisions of this Agreement; and

(iv) the Company's requiring the Employee to be based more

than fifty miles from Norwalk, Connecticut except for required

travel on the Company's business to an extent substantially

consistent with the business travel obligations of Executive

hereunder.

(f) Cause. For purposes of this Agreement, "Cause" shall mean

(i) willful malfeasance or willful misconduct by Executive in

connection with his employment, (ii) continuing refusal by

Executive to perform his duties hereunder or any lawful direction

of the Board of Directors of the Company (other than due to

Executive's physical or mental incapacity), after a demand for a

substantial performance is delivered to the Executive by the

Board which identifies the manner in which the Executive has not

performed his duties, (iii) any breach of the provisions of

Section 9 of this Agreement by Executive or any other material

breach of this Agreement by Executive, (iv) the willful engaging

by the Executive in conduct which is materially injurious to the

Company or (v) the indictment of Executive for (A) any felony or

(B) a misdemeanor involving moral turpitude. Termination of

Executive for Cause shall be made by delivery to Executive of a

copy of a resolution duly adopted by the affirmative vote of not

less than a majority of the Directors at a meeting of the Board

of Directors of the Company called and held for the purpose

(after 30 days prior written notice to Executive and reasonable

opportunity for Executive to be heard before the Board prior to

such vote), finding that in the reasonable judgment of such

Board, Executive was guilty of the conduct set forth in any of

clauses (i) through (iv) above and specifying the particulars

thereof; provided, however, that with respect to clause (v)

herein the Board shall determine in good faith that Executive's

 

indictment is reasonably likely to have a material adverse effect

on Executive's ability to perform his duties hereunder as the

Chief Executive Officer of the Company.

(g) Permanent Disability. For purposes of this Agreement,

"Permanent Disability" means the absence of the Executive from

his duties with the Company on a full-time basis for one hundred

and eighty (180) consecutive days as a result of incapacity due

to physical or mental illness, such that executive would be

entitled to long term disability benefits under the long term

disability plan of the Company in effect at such time.

8. Notices. All notices or communications hereunder shall be

in writing, addressed as follows:

To the Company:

The Perkin-Elmer Corporation

761 Main Avenue

Norwalk, Connecticut 06859

Attn: Corporate Secretary

To Executive:

Tony L. White

with a copy to:

Schmiege, Daley & Mohan, P.C.

at the addresses they provide to the Company for these

purposes.

9. Nondisclosure of Confidential Information; Non-

Competition. (i) Executive shall not, without the prior written

consent of the Company, use, divulge, disclose or make accessible

to any other person, firm, partnership, corporation or other

 

entity any Confidential Information pertaining to the business of

the Company or any of its affiliates, except (i) while employed

by the Company, in the business of and for the benefit of the

Company, or (ii) when required to do so by a court of competent

jurisdiction, by any governmental agency having supervisory

authority over the business of the Company, or by any

administrative body or legislative body (including a committee

thereof) with jurisdiction to order Executive to divulge,

disclose or make accessible such information. For purposes of

this Section 9, "Confidential Information" shall mean non-public

information concerning the financial data, strategic business

plans, product development (or other proprietary product data),

customer lists, marketing plans and other non-public, proprietary

and confidential information of the Company, its affiliates or

customers, that, in any case, is not otherwise available to the

public (other than by Executive's breach of the terms hereof).

(i) During the period of his employment hereunder and for

two years thereafter, Executive agrees that, without the prior

written consent of the Company, (A) he will not, directly or

indirectly, either as principal, manager, agent, consultant,

officer, stockholder, partner, investor, lender or employee or in

any other capacity, carry on, be engaged in or have any financial

interest in, any business which is in competition with the

business of the Company and (B) he shall not, on his own behalf

or on behalf of any person, firm or company, directly or

indirectly, solicit or offer employment to any person who has

been employed by the Company at any time during the 12 months

immediately preceding such solicitation.

(ii) For purposes of this Section 9, a business shall be

deemed to be in competition with the Company if it is principally

involved in the purchase, sale or other dealing in any property

or the rendering of any service purchased, sold, dealt in or

rendered by the Company as a material part of the business of the

Company within the same geographic area in which the Company or

its affiliates effects such purchases, sales or dealings or

renders such services. Nothing in this Section 9 shall be

construed so as to preclude Executive from investing in any

publicly or privately held company, provided Executive's

beneficial ownership of any class of such company's securities

does not exceed 1% of the outstanding securities of such class.

(iii) Executive and the Company agree that this covenant

not to compete is a reasonable covenant under the circumstances,

and further agree that if in the opinion of any court of

competent jurisdiction such restraint is not reasonable in any

respect, such court shall have the right, power and authority to

excise or modify such provision or provisions of this covenant as

to the court shall appear not reasonable and to enforce the

remainder of the covenant as so amended. Executive agrees that

any breach of the covenants contained in this Section 9 would

irreparably injure the Company. Accordingly, Executive agrees

that the Company may, in addition to pursuing any other remedies

it may have in law or in equity, cease making any payments

otherwise required by this Agreement and obtain an injunction

against Executive from any court having jurisdiction over the

matter restraining any further violation of this Agreement by

Executive.

10. Beneficiaries; References. Executive shall be entitled to

select (and change, to the extent permitted under any applicable

law) a beneficiary or beneficiaries to receive any compensation

or benefit payable hereunder following Executive's death, and may

change such election, in either case by giving the Company

written notice thereof. In the event of Executive's death or a

judicial determination of his incompetence, reference in this

Agreement to Executive shall be deemed, where appropriate, to

refer to his beneficiary, estate or other legal representative.

Any reference to the masculine gender in this Agreement shall

include, where appropriate, the feminine.

11. Arbitration. Other than the Company's rights under

Section 9 hereof, any dispute or controversy arising under or in

connection with this Agreement shall be settled exclusively by

arbitration in Connecticut by three arbitrators in accordance

with the rules of the American Arbitration Association. Judgement

 

may be entered on the arbitrator's award in any court having

jurisdiction.

12. Separability; Legal Fees. If any provision of this

Agreement shall be declared to be invalid or unenforceable, in

whole or in part, such invalidity or unenforceability shall not

affect the remaining provisions hereof which shall remain in full

force and effect. Each party shall bear the costs of any legal

fees and other fees and expenses which may be incurred in respect

of enforcing its respective rights under this Agreement;

provided, however, that the Company shall pay the costs of any

reasonable legal fees incurred by Executive in good faith in

enforcing his rights or entitlements under this Agreement if

Executive prevails in such enforcement action.

13. Assignment. This Agreement shall be binding upon and

inure to the benefit of the heirs and representatives of

Executive and the assigns and successors of the Company, but

neither this Agreement nor any rights or obligations hereunder

shall be assignable or otherwise subject to hypothecation by

Executive (except by will or by operation of the laws of

intestate succession) or by the Company, except that the Company

may assign this Agreement to any successor (whether by merger,

purchase or otherwise) to all or substantially all of the stock,

assets or businesses of the Company, if such successor expressly

agrees to assume the obligations of the Company hereunder.

 

14. No Obligation to Mitigate Damages. Except as specifically

provided in this Agreement, Executive shall not be required to

mitigate damages or the amount of any payment provided for under

this Agreement by seeking other employment or otherwise, nor will

any payments under this Agreement be subject to offset in respect

of any amounts which Executive earns or becomes entitled to from

any other employer or other person after termination of his

employment with the Company.

15. Amendment. This Agreement may only be amended by written

agreement of the parties hereto.

16. Survivorship. The respective rights and obligations of

the parties hereunder shall survive any termination of this

Agreement to the extent necessary to the intended preservation of

such rights and obligations. The provisions of this Section 15

are in addition to the survivorship provisions of any other

section of this Agreement.

17. Governing Law. This Agreement shall be construed,

interpreted and governed in accordance with the laws of the State

of New York, without reference to rules relating to conflicts of

law.

18. Effect on Prior Agreements. This Agreement and the

Change-in-Control Agreement (executed concurrently herewith

entitling Executive to benefits thereunder) (the "Change in

Control Agreement") contain the entire understanding between the

parties hereto and supersede in all respects any prior or other

agreement or understanding between the Company and Executive.

19. Withholding. The Company shall be entitled to withhold

from payment any amount of withholding required by law.

20. Survival. Notwithstanding the expiration of the Term,

the provisions of Section 9 hereof shall remain in effect as long

as is necessary to give effect thereto.

21. Supersession. Notwithstanding any other provision of

this Agreement, in the event of a Change in Control of the

Company, as defined under the Change in Control Agreement, the

provisions of this Agreement shall be superseded by the

provisions of the Change in Control Agreement.

22. Counterparts. This Agreement may be executed in two or

more counterparts, each of which will be deemed an original.

IN WITNESS WHEREOF, the parties hereto have executed

this Agreement as of the year and day first above written.

THE PERKIN-ELMER CORPORATION

 

By:/s/ Gaynor N. Kelley

Gaynor N. Kelley

Chairman, President and

Chief Executive Officer

 

 

ACCEPTED AND AGREED:

 

/s/ Tony L. White

TONY L. WHITE

Top of the Document

AMENDMENT TO EMPLOYMENT AGREEMENT

                                                                  EXHIBIT 10.14

 

                                    AMENDMENT

 

 

         This amendment to the Employment Agreement dated September 12, 1995,

between The Perkin-Elmer Corporation (now named PE Corporation (NY)) (the

"Company") and Tony L. White ("Executive") (the "Agreement") is made this 17th

day of August, 2001.

 

         WHEREAS, Company and Executive mutually desire to modify section 6(d)

and Exhibit A of the Agreement, particularly in view of the need to clarify the

application of certain provisions of the pension plans involved under such

Agreement.

 

        NOW, THEREFORE, the parties agree as follows:

 

         1.       Section 6(d) of the Agreement is amended to read as follows:

 

                  (d)      Supplemental Pension Benefit. It is understood that

                           Executive has been employed by his prior employer for

                           a period of twenty-six years ("Prior Service

                           Period"). In addition to receiving credit under the

                           Company's qualified defined benefit plan ("Pension

                           Plan") and the Company's non-qualified Excess Benefit

                           Plan (the "Non-Qualified Plan") for Executive's

                           service with the Company under the terms of this

                           Agreement, the Company shall pay Executive a special

                           supplemental pension benefit equal to the amount

                           which he would receive under the Pension Plan and

                           Non-Qualified Plan if Executive were credited with

                           his Prior Service Period under the Pension Plan and

                           the Non-Qualified Plan. Executive's benefit hereunder

                           shall be calculated in the manner set forth in

                           Exhibit A hereto, and in the case of retirement

                           before age 65 shall be based on Executive's prior

                           employer's pension plan early retirement methodology.

                           Any benefits payable to Executive hereunder shall be

                           reduced by $111,528 per year, and shall also be

                           reduced by any amounts paid to Executive under the

                           Pension Plan or the Non-Qualified Plan.

 

         2.       Exhibit A to the Agreement is replaced by Exhibit A hereto.

 

         3.       In all other respects the Agreement is unmodified and remains

                  in full force and effect.

 

 

         PE CORPORATION (NY)                           TONY L. WHITE

 

         By  /s/ Barbara J. Kerr                       /s/  Tony L. White

             -------------------------------           -------------------------

             Barbara J. Kerr

             Vice President, Human Resources

 

             Acknowledged:

 

             /s/  William B. Sawch

             -------------------------------

             William B. Sawch

             Senior Vice President and

                General Counsel

 

Top of the Document

TLW EMPLOYMENT AMEND

Exhibit 10.4

AMENDMENT

This amendment to the Employment Agreement dated September 12, 1995 (the “Agreement”), between The Perkin-Elmer Corporation (now named Applera Corporation) (the “Company”) and Tony L. White (“Executive”) is made this 28th day of August, 2006.

WHEREAS, Company and Executive mutually desire to modify section 6 (d) of the Agreement.

NOW, THEREFORE, the parties agree as follows:

 

1.

Section 6 (d) of the Agreement is amended to add the following:

Payment options under this Section 6 (d) of the Agreement shall include the following: a lump sum option which shall be a single payment representing the entire value of Executive’s accrued benefit; a deferred lump sum option which shall be a reduced monthly annuity payable as of the first day of each month for a specified period of thirty-six (36), sixty (60) or one hundred-twenty (120) months, to be followed by payment of an actuarial equivalent lump sum representing the present value of the remaining payments; and should Executive die before the end of the specified period, the beneficiary shall commence receiving the remaining monthly payments during the specified period to be followed by the lump sum payment which would have been paid to Executive. The death benefit payment options will include a lump sum payment or deferred lump sum payment that is actuarially equivalent to the present value of the surviving spouse death benefit. The determination of amounts payable under the lump sum or deferred lump sum or death benefit lump sum options shall be based on the actuarial equivalency definition for lump sums as specified in the Supplemental Executive Retirement Plan.

 

2.

In all other respects the Agreement is unmodified and remains in full force and effect.

 

 

APPLERA CORPORATION

 

TONY L. WHITE

 

By: 


/s/ Barbara J. Kerr

 


/s/ Tony L. White

 

 


 



 

 

Barbara J. Kerr

 

 

 

 

 

Vice President, Human Resources

 

 

 

 

 

 

 

 

 

 

 

 

Acknowledged:

 

 

 

 


/s/ William B. Sawch

 

 

 

 

 


 

 

 

 

 

William B. Sawch

 

 

 

 

 

Senior Vice President and General Counsel

 

 

 

 


 

 

 

 

 

Top of the Document

 

EXHIBIT-10(16) CHANGE IN CONRTOL AGREEMENT

<TEXT>

 

 

 

 

 

 

 

                   CHANGE IN CONTROL AGREEMENT

 

 

          AGREEMENT entered into as of September 12, 1995,

 

between THE PERKIN-ELMER CORPORATION, a New York corporation

 

having its principal place of business at Norwalk, Connecticut

 

(the "Company") and TONY L. WHITE (the "Employee") presently

 

residing at 575 Stable Lane, Lake Forest, Illinois 60045.

 

          WHEREAS, the Employee has rendered and/or will render

 

valuable services to the Company and it is regarded as essential

 

by the Company that it have the benefit of his services in future

 

years; and

 

          WHEREAS, the Board of Directors of the Company (the

 

"Board") believes that it is essential that, in the event of the

 

possibility of a Change in Control of the Company (as defined

 

herein), the Employee be able to continue his attention and

 

dedication to his duties and to assess and advise the whether

 

such proposals would be in the best interest of the Company and

 

its shareholders without distraction regarding any uncertainty

 

concerning his future with the Company; and

 

          WHEREAS, the Employee is willing to agree to continue

 

to serve the Company in the future;

 

          NOW, THEREFORE, it is mutually agreed as follows:

 

          1.     Employment.  The Company agrees to employ Employee, and

 

the Employee agrees to serve as an employee of the Company or one

 

or more of its subsidiaries during the Period of Employment (as

 

defined in Section 2 hereof) in such executive capacity as

 

                             -1-

 

<PAGE>

 

 

Employee served immediately prior to the commencement of the

 

Period of Employment.  The Employee also agrees to serve during

 

the Period of Employment as Chairman of the Board of the Company

 

and as a member of any committee of the Board.

 

          2.     Period of Employment.

 

          (a)    The "Period of Employment" shall be the period of

 

thirty-six (36) months commencing on the date of a Change in

 

Control and the period of any extension or extensions thereof in

 

accordance with the terms of this Section 2.  The Period of

 

Employment shall be extended automatically by one week for each

 

week in which the Employee's employment continues after the date

 

of a Change in Control, subject to the provisions of paragraph

 

(b) hereof.

 

 

          (b)    Notwithstanding the provisions of paragraph (a) hereof,

 

the Period of Employment shall terminate upon the occurrence of

 

the earlier of (i) the Employee's attainment of age 65, or the

 

election by the Employee to retire early from the Company under

 

any of its retirement plans, (ii) the death of the Employee,

 

(iii) the Disability of the Employee (as defined in Section 3

 

hereof), (iv) any termination of Employee's employment with the

 

Company for Cause or without Good Reason or (v) the sixth

 

anniversary of the commencement of the Period of Employment.

 

 

          (c)    In the case of termination of the Period of Employment

 

pursuant to Section 2(b)(iv), "Termination Date" means the date

 

                             -2-

 

<PAGE>

 

 

of receipt by the Employee or the Company of notice of

 

termination given by the other party, or such later date (but not

 

more than 30 days thereafter) as may be specified in such notice.

 

          3.      Definitions.  For purposes of this Agreement, the

 

following terms shall have the meanings set forth in this

 

     Section 3.

 

          (a)    Cause.  "Cause" means termination upon (i) the willful and

 

continued failure by the Employee to perform substantially his

 

duties with the Company (other than any such failure resulting

 

from the Employee's incapacity due to physical or mental illness)

 

after a demand for a substantial performance is delivered to the

 

Employee by the Board which specifically identifies the manner in

 

which the Board believes that the Employee has not substantially

 

performed his duties, or (ii) the willful engaging by the

 

Employee in illegal conduct which is materially and demonstrably

 

injurious to the Company.  For purposes of this Section 3(a), no

 

act, or failure to act, on the part of the Employee shall be

 

considered "willful" unless done, or omitted to be done, by the

 

Employee in bad faith and without reasonable belief that the

 

Employee's action or omission was in, or not opposed to, the best

 

interests of the Company.  Any act, or failure to act, based upon

 

authority given pursuant to a resolution duly adopted by the

 

Board or based upon the advice of counsel for the Company shall

 

be conclusively presumed to be done, or omitted to be done, by

 

the Employee in good faith and in the best interests of the

 

                             -3-

<PAGE>

 

 

Company. Notwithstanding the foregoing, the Employee shall not be

 

deemed to have been terminated for Cause unless and until there

 

shall have been delivered to the Employee a copy of a resolution

 

duly adopted by the affirmative vote of not less than three

 

quarters of the entire membership of the Board at a meeting of

 

the Board called and held for the purpose (after reasonable

 

notice to the Employee and an opportunity for him, together with

 

his counsel, to be heard before the Board), finding that in the

 

good faith opinion of the Board the Employee was guilty of the

 

conduct set forth above in (i) or (ii) of this Section 3(a) and

 

specifying the particulars thereof in detail.

 

          (b)    Cash Compensation.  "Cash Compensation" shall mean the sum

 

of (i) Employee's Base Salary (determined in accordance with the

 

provisions of Section 5(a) hereof) and (ii) the average Incentive

 

Compensation (provided for under Section 5(b) hereof) which shall

 

be an amount equal to the greater of (x) the average of the

 

amount of Employee's Incentive Compensation for the last three

 

completed fiscal years immediately prior to the Employee's

 

termination of employment or (y) the target amount of such

 

Employee's Incentive Compensation for the fiscal year in which

 

his termination of employment occurs; provided, however, that if

 

the Employee was not employed by the Company for the entirety of

 

the three completed fiscal years immediately prior to the

 

Employee's termination of employment, the Employee's average

 

                             -4-

 

<PAGE>

 

 

Incentive Compensation shall be deemed to be the target amount of

 

such Employee's Incentive Compensation for the fiscal year in

 

which his termination of employment occurs.

 

 

          (c)    Change in Control.  "Change in Control" means the

 

occurrence of any of the following: an event that would be

 

required to be reported (assuming such event has not been

 

"previously reported") in response to Item 1(a) of the Current

 

Report on Form 8-K, as in effect on the date hereof, pursuant to

 

Section 13 or 15(d) of the Securities Exchange Act of 1934;

 

provided that, without limitation, such a Change in Control shall

 

be deemed to have occurred at such time as (i) any "person"

 

within the meaning of Section 14(d) of the Securities Exchange

 

Act of 1934 becomes the "beneficial owner" as defined in Rule

 

13d-3 thereunder, directly or indirectly, of more than 25% of the

 

Company's Common Stock, (ii) during any two-year period,

 

individuals who constitute the Board of Directors of the Company

 

(the "Incumbent Board") as of the beginning of the period cease

 

for any reason to constitute at least a majority thereof,

 

provided that any person becoming a director during such period

 

whose election or nomination for election by the Company's

 

stockholders was approved by a vote of at least three quarters of

 

the Incumbent Board (either by a specific vote or by approval of

 

the proxy statement of the Company in which such person is named

 

as a nominee for director without objection to such nomination)

 

shall be, for purposes of this clause (ii), considered as though

 

                             -5-

 

<PAGE>

 

 

such person were a member of the Incumbent Board or (iii) the

 

approval by the Company's stockholders of the sale of all or

 

substantially all of the stock or assets of the Company.

 

          (d)    Disability.  "Disability" means the absence of the

 

Employee from his duties with the Company on a full-time basis

 

for one hundred eighty (180) consecutive days as a result of

 

incapacity due to physical or mental illness.

 

 

          (e)    Good Reason.  "Good Reason" means:

 

          (i)     an adverse change in the status of the Employee (other

 

than any such change primarily attributable to the fact that the

 

Company may no longer be publicly owned) or position(s) as an

 

officer of the Company as in effect immediately prior to the

 

commencement of the Period of Employment or the assignment to the

 

Employee of any duties or responsibilities which, in his

 

reasonable judgment, are inconsistent with such status or

 

position(s), or any removal of the Employee from or any failure

 

to reappoint or reelect him to such position(s) (except in

 

connection with the termination of the Employee's employment for

 

Cause, Disability or upon attaining age 65 or upon taking early

 

retirement under any of the Company's retirement plans, or as a

 

result of death or by the Employee other than for Good Reason);

 

          (ii)   a reduction by the Company in the Employee's Base Salary;

 

          (iii)  a material reduction in the Employee's total annual

 

compensation, a reduction for any year of over 10% of total

 

 

                             -6-

 

<PAGE>

 

 

compensation measured by the preceding year without a

 

substantially similar reduction to all other executives

 

participating in incentive compensation plans shall be considered

 

"material."  The failure of the Company to adopt or renew a stock

 

option plan or to grant amounts of restricted stock or stock

 

options, which are consistent with the Company's prior practices,

 

to the Employee shall be considered a reduction, unless the

 

Employee participates in substitute programs that provide

 

substantially equivalent economic value to the Employee;

 

          (iv)    the failure by the Company to continue in effect any

 

Benefit Plan in which Employee was participating at the time of

 

the Change in Control (or Benefit Plans providing Employee with

 

at least substantially similar benefits) other than as a result

 

of the normal expiration of any such Benefit Plan in accordance

 

with its terms as in effect at the time of the Change in Control,

 

or the taking of any action, or the failure to act, by the

 

Company which would adversely affect Employee's continued

 

participation in any such Benefit Plans on at least as favorable

 

a basis to Employee as is the case immediately prior to the

 

Change in Control or which would materially reduce Employee's

 

benefits in the future under any of such Benefit Plans or deprive

 

Employee of any material benefit enjoyed by Employee immediately

 

prior to the Change in Control;

 

          (v)    the failure by the Company to provide and credit Employee

 

with the number of paid vacation days to which Employee was then

 

                             -7-

 

<PAGE>

 

 

entitled in accordance with the Company's normal vacation policy

 

as in effect immediately prior to the Change in Control; and

 

          (vi)   the Company's requiring the Employee to be based more than

 

fifty miles from Norwalk, Connecticut except for required travel

 

on the Company's business to an extent substantially consistent

 

with the business travel obligations which he undertook on behalf

 

of the Company prior to the commencement of the Period of

 

Employment.

 

          4.     Duties During the Period of Employment.  The Employee

 

shall devote his full business time, attention and best efforts

 

to the affairs of the Company and its subsidiaries during the

 

Period of Employment; provided, however, that the Employee may

 

engage in other activities, such as activities involving

 

charitable, educational, religious and similar types of

 

organizations, speaking engagements, membership on the boards of

 

directors of other organizations, and similar type activities to

 

the extent that such other activities do not prohibit the

 

performance of his duties under this Agreement, or inhibit or

 

conflict in any material way with the business of the Company and

 

its subsidiaries.

 

 

          5.     Current Cash Compensation.

 

          (a)    Base Salary.  The Company will pay to the Employee while

 

employed by the Company an annual base salary ("Base Salary") in

 

an amount determined by the Board or its Compensation Committee

 

                             -8-

 

<PAGE>

 

which shall in no event be less than the higher of (i) his Base

 

Salary immediately prior to the commencement of the Period of

 

Employment or (ii) his Base Salary during the last completed

 

fiscal year of the Company ("Fiscal Year") preceding the Period

 

of Employment; provided, however, that for purposes of this

 

Section 5(a), the Employee's Base Salary under clauses (i) and

 

(ii) of this Section 5(a) shall be deemed to include an amount

 

which is equal to the greater of (x) the fair market value of

 

12,000 shares of Company common stock immediately prior to a

 

Change in Control or (y) $400,000; provided, further, that it is

 

agreed between the parties that the Company shall review

 

annually, and in light of such review may, in the discretion of

 

the Board or its Compensation Committee, increase such Base

 

Salary taking into account the Employee's responsibilities,

 

inflation in the cost of living, compensation of other executives

 

of the Company and its subsidiaries, increase in salaries of

 

executives of other corporations, performance by the Employee,

 

and other pertinent factors.  The Base Salary shall be paid in

 

substantially equal biweekly installments while employed

 

hereunder.

 

          (b)    Incentive Compensation.  While employed hereunder, the

 

Employee shall continue to participate in such of the Company's

 

incentive compensation programs for executives as he participated

 

in prior to the commencement of the Period of Employment.  Any

 

amount awarded to the Employee under such programs shall be paid

 

                             -9-

 

<PAGE>

 

 

to Employee in accordance with the terms thereof.

 

          6.     Employee Benefits.

 

          (a)    Vacation and Sick Leave.  The Employee shall be entitled

 

to a paid annual vacation of not less than twenty (20) business

 

days during each calendar year while employed hereunder and to

 

reasonable sick leave.

 

          (b)    Regular Reimbursed Business Expenses.  The Company shall

 

reimburse the Employee for all expenses and disbursements

 

reasonably incurred by the Employee in the performance of his

 

duties while employed hereunder.

 

          (c)    Employee Benefit Plans, Programs or Arrangements. While

 

employed hereunder, Employee shall be entitled to participate in

 

all employee benefit plans, programs or arrangements ("Benefit

 

Plans") of the Company, in accordance with the terms thereof, as

 

presently in effect or as they may be modified by the Company

 

from time to time, which the Company makes available to senior

 

executives of the Company.  For purposes of this Agreement,

 

Benefit Plans shall include, without limitation, any compensation

 

plan such as an incentive, deferred, stock option or restricted

 

stock plan or any employee benefit plan such as a thrift,

 

pension, profit sharing, medical, dental, disability, salary

 

continuation, accident, life insurance plan or a relocation plan

 

or policy or any other plan, program or policy of the Company

 

intended to benefit employees.

 

                             -10-

 

<PAGE>

 

 

          (d)    Auto Allowance and Other Perquisites.  While employed

 

hereunder, Employee shall receive an automobile allowance of

 

$20,000 per year, and the Company shall also reimburse Employee

 

for the reasonable costs of financial planning and tax

 

preparation in accordance with Company policy as in effect from

 

time to time.  In addition, Employee shall be entitled, while

 

employed hereunder, to any other perquisites and fringe benefits

 

not specifically mentioned herein that are made available to

 

senior executives of the Company, subject to the terms of this

 

Agreement and commensurate with his position with the Company.

 

(e)    Supplemental Pension Benefit.  It is understood that

 

Employee has been employed by his prior employer for a period of

 

twenty-five years ("Prior Service Period").  In addition to

 

receiving credit under the Company's qualified defined benefit

 

plan ("Pension Plan") and the Company's non-qualified

 

Supplemental Retirement Plan and Contingent Compensation Plan for

 

Key Executives (collectively, "Non-Qualified Plans") for

 

Employee's service with the Company under the terms of this

 

Agreement, the Company shall pay Employee a special supplemental

 

pension benefit equal to the amount which he would receive under

 

the Pension Plan and the Non-Qualified Plans if Employee were

 

credited with his Prior Service Period under the Pension Plan and

 

the Non-Qualified Plans; provided, however, that Employee shall

 

vest in 50 percent of his benefits hereunder at the commencement

 

                             -11-

 

<PAGE>

 

 

of the Employee's employment and in the remaining benefits

 

hereunder at the rate of 10 percent per year commencing on the

 

first anniversary of the date the Employee's employment

 

commenced.  Employee's benefit hereunder shall be calculated in

 

the manner set forth in Exhibit A hereto.  Any benefits payable

 

to Employee hereunder shall be reduced by $111,528 per year, and

 

shall also be reduced by any amounts paid to Employee under the

 

Pension Plan or the Non-Qualified Plans.

 

          7.     Termination of Employment.

 

          (a)    Termination by the Company for Cause or Termination by the

 

Employee Other Than for Good Reason.  If the Company terminates

 

the employment of the Employee for Cause or if the Employee

 

terminates his employment other than for Good Reason the Company

 

shall pay the Employee (i) his Base Annual Salary, as provided in

 

paragraph (a) of Section 5 hereof, through the end of the month

 

in which the date of termination occurs, (ii) any Incentive

 

Compensation payable to him pursuant to paragraph (b) of Section

 

5 hereof, including a pro rata share for any partial year, (iii)

 

any accrued vacation pay, and (iv) benefits payable to him

 

pursuant to the Company's Benefit Plans through the end of the

 

month in which the termination of employment occurs.  The amounts

 

and benefits set forth in clauses (i), (ii), (iii), and (iv) of

 

the preceding sentence shall hereinafter be referred to as

 

"Accrued Benefits."

 

                             -12-

 

<PAGE>

 

 

          (b)    Termination by the Company Without Cause or by the

 

Employee for Good Reason.  If the Company terminates the

 

Employee's employment with the Company without Cause, or if the

 

Employee terminates his employment with the Company for Good

 

Reason, the Company will pay to Employee all Accrued Benefits

 

and, in addition, pay or provide to the Employee the following:

 

            (i)       within thirty (30) days after the Termination

 

                 Date a lump sum equal to 300 percent of Employee's Cash

 

                 Compensation; and

 

           (ii) for a period of three years immediately following his

 

                Termination Date, the Employee and his family shall continue to

 

                participate in any Benefit Plans of the Company (as defined in

 

                Section 6(c) hereof) in which he or his family participated at

 

                any time during the one-year period ending on the day

 

                immediately preceding his termination of employment, provided

 

                that (a) such continued participation is possible under the

 

                terms of such Benefit Plans, and (b) the Employee continues to

 

                pay contributions for such participation at the rates paid for

 

                similar participation by active Company employees in similar

 

                positions to that held by the Employee immediately prior to the

 

                             -13-

 

<PAGE>

 

                Termination Date.  If such continued participation is not

 

                possible, the Company shall provide, at its sole cost and

 

                expense, identical benefits to the Employee plus pay an

 

                additional amount to the Employee equal to the Employee's

 

                liability for federal, state and local income taxes on such

 

                amounts;

 

           (iii)          three years of additional vesting credit for

 

                purposes of Section 6(e) hereof and three additional years of

 

                service credit under the Company's Non-Qualified Plans and, for

 

                purposes of such plans, Employee's final average pay shall be

 

                deemed to be the sum of his then current Base Salary and his

 

                Target Bonus for the year in which the Termination Date occurs;

 

          (iv)      the Company shall take all reasonable actions to cause

 

                any Restricted Stock granted to Employee to become fully vested

 

                and any Options granted to Employee to become fully exercisable

 

                and in the event the Company cannot effect such vesting or

 

                acceleration, the Company shall pay to Employee (i) with respect

 

                to each Option, an amount equal to the product of (x) the number

 

                             -14-

 

<PAGE>

 

                of unvested shares subject to such Option, multiplied by (y) the

 

                excess of the fair market value of a share of Company common

 

                stock on the date of Employee's termination of employment, over

 

                the per share exercise price of such Option and (ii) with

 

                respect to each unvested share of Restricted Stock an amount

 

                equal to the fair market value of a share of Company common

 

                stock on the date of Employee's termination of employment.

 

 

The amounts payable to the Employee under this paragraph (b)

 

shall be absolutely owing and shall not be subject to reduction

 

or mitigation as a result of employment of the Employee elsewhere

 

after the Termination Date.

 

          8.     Gross-Up.  In the event any amounts due to the Employee

 

under this Agreement, under the terms of any Benefit Plan or

 

otherwise payable by the Company or an affiliate of the Company

 

are subject to excise taxes under Section 4999 of the Internal

 

Revenue Code of 1986, as amended ("Excise Taxes"), the Company

 

shall pay to the Employee, in addition to any other payments due

 

under other provisions of this Agreement, an amount equal to the

 

amount of such Excise Taxes plus the amount of any federal, state

 

and local income or other taxes and Excise Taxes attributable to

 

all amounts, including income taxes, payable under this Section

 

8.

 

                             -15-

 

<PAGE>

 

 

         9.     Governing Law.  This Agreement is governed by, and is to

 

be construed and enforced in accordance with the laws of the

 

State of Connecticut.  If under such law any portion of this

 

Agreement is at any time deemed to be in conflict with any

 

applicable statute, rule, regulation or ordinance, such portion

 

shall be deemed to be modified or altered to conform thereto or,

 

if that is not possible, to be omitted from this Agreement; and

 

the invalidity of any such portion shall not affect the force,

 

effect and validity of the remaining portion hereof.

 

          10.     Notices.  All notices under this Agreement shall be in

 

writing and shall be deemed effective when delivered in person

 

(in the Company's case, to its Secretary) or seventy-two (72)

 

hours after deposit thereof, in the U.S. mail, postage prepaid,

 

for delivery as registered or certified mail --addressed, in the

 

case of the Employee, to him at his residential address, and in

 

the case of the Company, to its corporate headquarters, attention

 

of the Secretary, or to such other address as the Employee or the

 

Company may designate in writing at any time or from time to time

 

to the other party.  In lieu of personal notice or notice by

 

deposit in the U.S. mail, a party may give notice by telegram,

 

fax or telex.

 

         11.    Miscellaneous.  Upon a Change in Control, this Agreement

 

shall constitute the entire understanding between the Company and

 

the Employee relating to the employment of the Employee by the

 

Company and shall supersede all prior written and oral agreements

 

                             -16-

 

<PAGE>

 

and understandings with respect to the subject matter of this

 

Agreement.  This Agreement may be amended only by a subsequent

 

written agreement of the Employee and the Company. This Agreement

 

shall be binding upon and shall inure to the benefit of the

 

Employee, his heirs, executors, administrators, beneficiaries and

 

assigns and to the benefit of the Company and its successors.

 

Notwithstanding anything in this Agreement to the contrary, this

 

Agreement shall terminate if Employee or the Company terminate

 

Employee's employment prior to a Change in Control of the

 

Company.

 

         12.    Fees and Expenses.  The Company shall pay all reasonable

 

legal fees and related expenses incurred by the Employee in

 

connection with the Agreement following a Change in Control of

 

the Company, including without limitation, all such fees and

 

expenses, if any, incurred in connection with: (i) contesting or

 

disputing, any termination of the Employee's employment

 

hereunder; or (ii) the Employee seeking to obtain or enforce any

 

right or benefit provided by the Agreement.

 

                             -17-

 

<PAGE>

 

          IN WITNESS WHEREOF, the parties hereto have executed

 

this Agreement as of the year and day first above written.

 

 

                              THE PERKIN-ELMER CORPORATION

 

 

 

                              By:/s/ Gaynor N. Kelley

                                 Gaynor N. Kelley

                                 Chairman, President and

                                 Chief Executive Officer

 

 

 

                              ACCEPTED AND AGREED:

 

 

 

                              /s/ Tony L. White

                              TONY L. WHITE

 

 

Top of the Document